Common use of Form of Amendments Clause in Contracts

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, the Noteholders or the Grantor Trust Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Grantor Trust Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise. (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Owner Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Unaffiliated Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Owner Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in the name or address of Grantor Trust the Owner Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise. (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor Depositor and the Grantor Trust Owner Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Form of Amendments. (a) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency with written notice of the substance of such amendment. Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance a copy of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder Rating Agency and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, the Noteholders or the Grantor Trust Trustee Securityholders pursuant to Section 8.2 8.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Securityholders provided for in the Basic Documents) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe; provided, including that the establishment consent of record dates pursuant a Certificateholder shall be deemed to have been given if the Note Depository Agreement. (c) Depositor does not receive a written objection from such Person within ten Business Days after a written request for consent shall have been given. Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, Owner Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. (dc) Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Agent, each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (e) Notwithstanding anything any other provision of this Agreement, if the consent of the Swap Counterparty is required pursuant to the contrary hereinSwap Counterparty Rights Agreement to amend this Agreement, an Opinion of Counsel shall be delivered any such purported amendment shall, to the Grantor fullest extent permitted by law, be null and void ab initio unless the Grantor Trust Trustee Swap Counterparty consents in writing to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesamendment.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 11.1 or Section 8.211.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and Certificateholder, the Indenture Trustee, the Note Insurer and each Rating Agency. (b) It shall not be necessary for the consent of Grantor Trust Certificateholderthe Certificateholders, the Noteholders or the Grantor Trust Trustee pursuant to Section 8.2 11.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Operative Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, Owner Trustee shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s 's own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (e) Notwithstanding anything to The Owner Trustee shall, upon execution thereof, provide each Certificateholder, the contrary hereinSeller, an Opinion of Counsel shall be delivered to the Grantor Note Insurer and the Grantor Trust Trustee Rating Agencies with notice of the form and substance of any amendment to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesthis Agreement.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Owner Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Unaffiliated Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Owner Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in the name or address of Grantor Trust the Owner Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise.. 36 CRVNA 2022-P2 Trust Agreement (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor Depositor and the Grantor Trust Owner Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Form of Amendments. (a) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency with written notice of the substance of such amendment. Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance a copy of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder Rating Agency and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, the Noteholders or the Grantor Trust Trustee Securityholders pursuant to Section 8.2 8.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Securityholders provided for in the Basic Documents) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe; provided, including that the establishment consent of record dates pursuant a Certificateholder shall be deemed to have been given if the Note Depository Agreement. (c) Depositor does not receive a written objection from such Person within ten Business Days after a written request for consent shall have been given. Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, Owner Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. (dc) Prior to the execution of any amendment to this Agreement Agreement, the Owner Trustee, Certificate Registrar or the Certificate of TrustPaying Agent, the Grantor Trust Trustee if their consent is required, shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.. ARTICLE NINE MISCELLANEOUS

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s 's own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (e) Notwithstanding anything any other provision of this Agreement, if the consent of the Swap Counterparty is required pursuant to the contrary hereinSwap Counterparty Rights Agreement to amend this Agreement, an Opinion of Counsel any such purported amendment shall be delivered null and void ab initio unless the Swap Counterparty consents in writing to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesamendment.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section SECTION 8.1 or Section OR 8.2, the Grantor Master Owner Trust Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Master Owner Trust Certificateholder and Certificateholder, the Indenture TrusteeTrustee and each Note Rating Agency. (b) It shall not be necessary for the consent of Grantor Master Owner Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section SECTION 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Master Owner Trust Certificateholders provided for in this Agreement or in any other Issuer Document) and of evidencing the authorization of the execution thereof by Master Owner Trust Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Master Owner Trust Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Master Owner Trust Trustee shall be entitled to receive and conclusively rely upon an a Master Owner Trust Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Master Owner Trust Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Master Owner Trust Trustee’s 's own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Master Owner Trust Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware. (e) Notwithstanding anything any other provision of this Agreement, if the consent of an Enhancement Provider is required pursuant to the contrary hereinany Enhancement Agreement to amend this Agreement, an Opinion of Counsel any such purported amendment shall be delivered null and void ab initio unless such Enhancement Provider consents in writing to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesamendment.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, Certificateholder the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Grantor Trust Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. The [Indenture Trustee] as Paying Agent and [Grantor Trust Certificate Registrar] may, but shall not be obligated to, enter into any such amendment which adversely affects the Paying Agent’s or the Grantor Trust Certificate Registrar’s own rights, duties, benefits, protections, privileges, indemnities or immunities under this Agreement. (cb) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Grantor Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (dc) Prior to the execution of any amendment to this Agreement or Agreement, the Certificate of TrustTrust or any amendment to any other agreement to which the Grantor Trust is a party, the Grantor Trust Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement or, as applicable such other agreement, and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery thereof by the Grantor Trust or the Grantor Trust Trustee, as the case may be, of such amendment have been satisfied. The Grantor Trust Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Grantor Trust Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise. (d) [Notwithstanding any other provision of this Agreement, if the consent rights of the [Swap] [Cap] Counterparty, if any, is required pursuant to the [Swap] [Cap] Counterparty Rights Agreement] to amend this Agreement, any such purported amendment shall be null and void ab initio unless the [Swap] [Cap] Counterparty, if any, consents in writing to such amendment.] (e) Notwithstanding anything to the contrary herein, in connection with any amendment pursuant to this Section 8.3, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States U.S. federal income tax purposes.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (e) Notwithstanding anything any other provision of this Agreement, if the consent of the Swap Counterparty is required pursuant to the contrary hereinSwap Counterparty Rights Agreement to amend this Agreement, an Opinion of Counsel any such purported amendment shall be delivered null and void ab initio unless the Swap Counterparty consents in writing to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesamendment.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Trustee Depositor shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and Certificateholder, the Indenture TrusteeTrustee and each Rating Agency. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Issuing Entity Document) and of evidencing the authorization of the execution thereof by Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion opinion of Counsel counsel delivered to the Owner Trustee stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware. (e) Notwithstanding anything any other provision of this Agreement, if the consent of an Enhancement Provider is required pursuant to any Enhancement Agreement or the contrary hereinconsent of the Indenture Trustee pursuant to Section 7.1(b) of this Agreement is required to amend this Agreement, an Opinion of Counsel any such purported amendment shall be delivered null and void ab initio unless such Enhancement Provider or the Indneture Trustee, as applicable, consents in writing to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesamendment.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, Certificateholder the Noteholders or the Grantor Trust Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Grantor Trust Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. The [Indenture Trustee] as Paying Agent and [Grantor Trust Certificate Registrar] may, but shall not be obligated to, enter into any such amendment which adversely affects the Paying Agent’s or the Grantor Trust Certificate Registrar’s own rights, duties, benefits, protections, privileges, indemnities or immunities under this Agreement. (cb) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Grantor Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (dc) Prior to the execution of any amendment to this Agreement or Agreement, the Certificate of TrustTrust or any amendment to any other agreement to which the Grantor Trust is a party, the Grantor Trust Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement or, as applicable such other agreement, and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery thereof by the Grantor Trust or the Grantor Trust Trustee, as the case may be, of such amendment have been satisfied. The Grantor Trust Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Grantor Trust Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise. (d) [Notwithstanding any other provision of this Agreement, if the consent rights of the [Swap] [Cap] Counterparty, if any, is required pursuant to the [Swap] [Cap] Counterparty Rights Agreement] to amend this Agreement, any such purported amendment shall be null and void ab initio unless the [Swap] [Cap] Counterparty, if any, consents in writing to such amendment.] (e) [Notwithstanding anything to the contrary herein, in connection with any amendment pursuant to this Section 8.3, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States U.S. federal income tax purposes.]

Form of Amendments. (a) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency with written notice of the substance of such amendment. Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance a copy of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder Rating Agency and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, the Noteholders or the Grantor Trust Trustee Securityholders pursuant to Section 8.2 8.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Securityholders provided for in the Basic Documents) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe; provided, including that the establishment consent of record dates pursuant a Certificateholder shall be deemed to have been given if the Note Depository Agreement. (c) Depositor does not receive a written objection from such Person within ten Business Days after a written request for consent shall have been given. Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, Owner Trustee shall cause the filing of file such amendment or cause such amendment to be filed with the Secretary of State. (dc) Prior to the execution of any amendment to this Agreement Agreement, the Owner Trustee, Certificate Registrar or the Certificate of TrustPaying Agent, the Grantor Trust Trustee if their consent is required, shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating to the effect that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Owner Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Unaffiliated Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Owner Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in the name or address of Grantor Trust the Owner Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise. (e) [Notwithstanding any other provision of this Agreement, if the consent rights of the Swap [Cap] Counterparty, if any, is required pursuant to the [Swap [Cap] Counterparty Rights Agreement] to amend this Agreement, any such purported amendment shall be null and void ab initio unless the Swap [Cap] Counterparty, if any, consents in writing to such amendment.] (f) [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor Depositor and the Grantor Trust Owner Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Master Owner Trust Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Master Owner Trust Certificateholder and Certificateholder, the Indenture TrusteeTrustee and each Note Rating Agency. (b) It shall not be necessary for the consent of Grantor Master Owner Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Master Owner Trust Certificateholders provided for in this Agreement or in any other Issuer Document) and of evidencing the authorization of the execution thereof by Master Owner Trust Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Master Owner Trust Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Master Owner Trust Trustee shall be entitled to receive and conclusively rely upon an Opinion opinion of Counsel counsel delivered to the Master Owner Trust Trustee stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Master Owner Trust Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Master Owner Trust Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Master Owner Trust Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware. (e) Notwithstanding anything any other provision of this Agreement, if the consent of an Enhancement Provider is required pursuant to the contrary hereinany Enhancement Agreement to amend this Agreement, an Opinion of Counsel any such purported amendment shall be delivered null and void ab initio unless such Enhancement Provider consents in writing to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesamendment.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust CertificateholderCertificateholders, the Noteholders or the Grantor Trust Indenture Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders and Noteholders shall be subject to such reasonable requirements as the Grantor Trust Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the such execution and delivery of such amendment have been satisfied. The Grantor Trust Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Owner Trustee’s own rights, privileges, indemnities, duties or obligations immunities under this Agreement or otherwise. (d) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (e) Notwithstanding anything to No amendment shall affect the contrary hereinrights or obligations of the Paying Agent, an Opinion of Counsel Authenticating Agent or Certificate Registrar hereunder without its prior written consent, which consent shall not be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesunreasonably withheld.

Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or Section 8.2, the Grantor Trust Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Grantor Trust Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Grantor Trust Certificateholder, the Noteholders or the Grantor Trust Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Grantor Trust Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Grantor Trust Trustee, at the expense of the Trust to the extent such amendments do not relate to a change in name or address of Grantor Trust Trustee, shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Grantor Trust Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate of the Administrator stating that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Grantor Trust Trustee may, but shall not be obligated to, enter into any such amendment which affects the Grantor Trust Trustee’s own rights, privileges, indemnities, duties or obligations under this Agreement or otherwise. (e) [Notwithstanding any other provision of this Agreement, if the consent rights of the [Swap] [Cap] Counterparty, if any, is required pursuant to the [Swap] [Cap] Counterparty Rights Agreement] to amend this Agreement, any such purported amendment shall be null and void ab initio unless the [Swap] [Cap] Counterparty, if any, consents in writing to such amendment.] (f) [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Grantor and the Grantor Trust Trustee to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]